Dusenbury v. Looker

Grant, J. (after stating the facts). The act under which this insurance company was organized does not provide for the number of directors, nor how they shall be elected, but leaves it to the incorporators in their articles of association to fix the number of directors and manner of election. The original articles provided for 21 members, 7 to be elected each year. A subsequent amendment increased the number to 27. If mandamus were the proper remedy, we do not think the proper parties are before the court. Neither the articles of association nor the by-laws impose any duty or confer any right upon the president and secretary to call the meeting. That power is vested exclusively in the board of directors. Besides, the directors are the persons whose right to this office is attacked, and are the proper persons to be made parties to a suit involving their title. The judgment of the court below, denying the mandamus, will be affirmed, with costs. The other Justices concurred.